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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/16/06 Lundin Mining Corp 40FR12B 97:20M Newsfile Cor… Toronto/FA |
Document/Exhibit Description Pages Size 1: 40FR12B Registration of Securities of a Canadian Issuer -- HTML 103K SEA'34 §12(b) 2: EX-23.1 Consent of Experts or Counsel HTML 22K 11: EX-23.10 Consent of Experts or Counsel HTML 22K 3: EX-23.2 Consent of Experts or Counsel HTML 22K 4: EX-23.3 Consent of Experts or Counsel HTML 24K 5: EX-23.4 Consent of Experts or Counsel HTML 24K 6: EX-23.5 Consent of Experts or Counsel HTML 24K 7: EX-23.6 Consent of Experts or Counsel HTML 24K 8: EX-23.7 Consent of Experts or Counsel HTML 22K 9: EX-23.8 Consent of Experts or Counsel HTML 22K 10: EX-23.9 Consent of Experts or Counsel HTML 22K 12: EX-99.1 Miscellaneous Exhibit HTML 85K 21: EX-99.10 Miscellaneous Exhibit HTML 23K 22: EX-99.11 Miscellaneous Exhibit HTML 28K 23: EX-99.12 Miscellaneous Exhibit HTML 84K 24: EX-99.13 Miscellaneous Exhibit HTML 25K 25: EX-99.14 Miscellaneous Exhibit HTML 32K 26: EX-99.15 Miscellaneous Exhibit HTML 26K 27: EX-99.16 Miscellaneous Exhibit HTML 169K 28: EX-99.17 Miscellaneous Exhibit HTML 24K 29: EX-99.18 Miscellaneous Exhibit HTML 212K 30: EX-99.19 Miscellaneous Exhibit HTML 543K 13: EX-99.2 Miscellaneous Exhibit HTML 169K 31: EX-99.20 Miscellaneous Exhibit HTML 24K 32: EX-99.21 Miscellaneous Exhibit HTML 190K 33: EX-99.22 Miscellaneous Exhibit HTML 37K 34: EX-99.23 Miscellaneous Exhibit HTML 304K 35: EX-99.24 Miscellaneous Exhibit HTML 25K 36: EX-99.25 Miscellaneous Exhibit HTML 24K 37: EX-99.26 Miscellaneous Exhibit HTML 33K 38: EX-99.27 Miscellaneous Exhibit HTML 25K 39: EX-99.28 Miscellaneous Exhibit HTML 535K 40: EX-99.29 Miscellaneous Exhibit HTML 35K 14: EX-99.3 Miscellaneous Exhibit HTML 25K 41: EX-99.30 Miscellaneous Exhibit HTML 384K 42: EX-99.31 Miscellaneous Exhibit HTML 209K 43: EX-99.32 Miscellaneous Exhibit HTML 22K 44: EX-99.33 Miscellaneous Exhibit HTML 26K 45: EX-99.34 Miscellaneous Exhibit HTML 24K 46: EX-99.35 Miscellaneous Exhibit HTML 22K 47: EX-99.36 Miscellaneous Exhibit HTML 26K 48: EX-99.37 Miscellaneous Exhibit HTML 212K 49: EX-99.38 Miscellaneous Exhibit HTML 52K 50: EX-99.39 Miscellaneous Exhibit HTML 25K 15: EX-99.4 Miscellaneous Exhibit HTML 39K 51: EX-99.40 Miscellaneous Exhibit HTML 551K 52: EX-99.41 Miscellaneous Exhibit HTML 25K 53: EX-99.42 Miscellaneous Exhibit HTML 33K 54: EX-99.43 Miscellaneous Exhibit HTML 24K 55: EX-99.44 Miscellaneous Exhibit HTML 25K 56: EX-99.45 Miscellaneous Exhibit HTML 25K 57: EX-99.46 Miscellaneous Exhibit HTML 25K 58: EX-99.47 Miscellaneous Exhibit HTML 28K 59: EX-99.48 Miscellaneous Exhibit HTML 25K 60: EX-99.49 Miscellaneous Exhibit HTML 26K 16: EX-99.5 Miscellaneous Exhibit HTML 31K 61: EX-99.50 Miscellaneous Exhibit HTML 244K 62: EX-99.51 Miscellaneous Exhibit HTML 269K 63: EX-99.52 Miscellaneous Exhibit HTML 44K 64: EX-99.53 Miscellaneous Exhibit HTML 24K 65: EX-99.54 Miscellaneous Exhibit HTML 25K 66: EX-99.55 Miscellaneous Exhibit HTML 105K 67: EX-99.56 Miscellaneous Exhibit HTML 415K 68: EX-99.57 Miscellaneous Exhibit HTML 52K 69: EX-99.58 Miscellaneous Exhibit HTML 38K 70: EX-99.59 Miscellaneous Exhibit HTML 260K 17: EX-99.6 Miscellaneous Exhibit HTML 26K 71: EX-99.60 Miscellaneous Exhibit HTML 112K 72: EX-99.61 Miscellaneous Exhibit HTML 169K 73: EX-99.62 Miscellaneous Exhibit HTML 24K 74: EX-99.63 Miscellaneous Exhibit HTML 24K 75: EX-99.64 Miscellaneous Exhibit HTML 240K 76: EX-99.65 Miscellaneous Exhibit HTML 513K 77: EX-99.66 Miscellaneous Exhibit HTML 25K 78: EX-99.67 Miscellaneous Exhibit HTML 30K 79: EX-99.68 Miscellaneous Exhibit HTML 33K 80: EX-99.69 Miscellaneous Exhibit HTML 39K 18: EX-99.7 Miscellaneous Exhibit HTML 168K 81: EX-99.70 Miscellaneous Exhibit HTML 479K 82: EX-99.71 Miscellaneous Exhibit HTML 344K 83: EX-99.72 Miscellaneous Exhibit HTML 25K 84: EX-99.73 Miscellaneous Exhibit HTML 42K 85: EX-99.74 Miscellaneous Exhibit HTML 48K 86: EX-99.75 Miscellaneous Exhibit HTML 27K 87: EX-99.76 Miscellaneous Exhibit HTML 707K 88: EX-99.77 Miscellaneous Exhibit HTML 21K 89: EX-99.78 Miscellaneous Exhibit HTML 23K 90: EX-99.79 Miscellaneous Exhibit HTML 23K 19: EX-99.8 Miscellaneous Exhibit HTML 30K 91: EX-99.80 Miscellaneous Exhibit HTML 24K 92: EX-99.81 Miscellaneous Exhibit HTML 28K 93: EX-99.82 Miscellaneous Exhibit HTML 41K 94: EX-99.83 Miscellaneous Exhibit HTML 37K 95: EX-99.84 Miscellaneous Exhibit HTML 23K 96: EX-99.85 Miscellaneous Exhibit HTML 24K 97: EX-99.86 Miscellaneous Exhibit HTML 32K 20: EX-99.9 Miscellaneous Exhibit HTML 1.05M
Lundin Mining Corporation: Exhibit 99.14 - Prepared by TNT Filings Inc. |
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1: Name and Address of Company
LUNDIN MINING CORPORATION (the "Company" or "Lundin
Mining")
2101 - 885 West Georgia Street
Vancouver, B.C. V6C 3E8
Telephone: (604)
689-7842
Item 2: Date of Material Change
Item 3: News Release
The news release was disseminated on March 3, 2005 through the facilities of the Canadian Corporate News and subsequently filed on SEDAR.
Item 4: Summary of Material Change
Lundin Mining Corporation and ARCON International Resources P.l.c. announce intention to Merge.
Item 5: Full Description of Material Change
Lundin Mining Corporation ("Lundin Mining") and ARCON International Resources P.l.c. ("ARCON") announce intention to Merge.
Highlights of the Intended Merger Transaction
· Combination will create a diversified European base metals producer with aggregate annual zinc production of approximately 152,000 tonnes and lead production of approximately 46,000 tonnes (each based on year ended December 31, 2004), as well as copper and silver production and a substantial exploration portfolio
· Enlarged group expected to have combined pro-forma liquid investments of approximately US$45 million
· Enlarged group's ability to commit resources for, investment in, and exploration around, the Galmoy mine makes it possible to seek to further enhance operational efficiencies and expand mine life
· Anticipated improved trading liquidity for shareholders
The Board of Lundin Mining and the Board of ARCON announce that agreement in principle has been reached on the terms of a merger of the companies which the Board of ARCON anticipate they will recommend. To effect the proposed merger, Lundin Mining would make an offer, subject to an 80% minimum acceptance condition, for the entire issued share capital of ARCON in exchange for US$63 million cash, currently equivalent to approximately €0.276 per ARCON Ordinary Share, and 5.6 million shares in Lundin Mining, currently equivalent to approximately €0.262 per ARCON Ordinary Share (each based on the exchange rates referred to below). Based on the current issued share capital of both companies (undiluted) this would result in ARCON shareholders having an aggregate interest in Lundin Mining following the merger of approximately 14%. Lundin Mining anticipates making the offer as soon as practicable.
Sir Anthony O'Reilly, the principal shareholder in ARCON, has advised that an offer on these terms would be acceptable to him.
For the purposes of this
announcement, the Board of ARCON is comprised of all Directors of ARCON other
than Mr. Tony O'Reilly Jnr, the current Chairman of ARCON, who is expected to be
appointed to the Board of Lundin Mining following completion of the merger.
The value of the proposed offer is
US$122.7 million, equivalent to approximately €93.6 million (based on a 1.3101
US$/€ exchange rate, a 1.2431 C$/US$ exchange rate and the share price of Lundin
Mining on March 2, 2005 (being the latest business day prior to this
announcement)) and equating to €0.538 per ARCON Ordinary Share. While this
represents a discount to the last dealt price per ARCON Ordinary Share on the
Irish Stock Exchange on March 2, 2005 (being the latest business day prior to
this announcement), the Board of ARCON recognise that the current ARCON share
price follows a short period of strong share price appreciation, with limited
liquidity. Relative to the average closing price per ARCON Ordinary Share over
the twelve, six and three month periods prior to this announcement, the offer
price represents premia of approximately 32%, 35% and 30% respectively. The Board of ARCON anticipate that
they will recommend this offer, once formally made at this level, having regard
particularly
Lundin Mining, which is listed on the Toronto Stock Exchange and on the O-list at Stockholmsbörsen (the Stockholm Stock Exchange), is a Canadian mining and exploration company with a primary focus in Europe. As at December 31, 2004, the company had cash of approximately C$105 million (US$85 million) and investments with a market value approaching US$30 million. The principal asset of the company is the Zinkgruvan mine in Sweden. The mine has been producing zinc, lead and silver on a continuous basis since 1857, and currently has an estimated 11-year reserve life with additional resources that could support mining for a further 8 years. Lundin Mining also holds approximately 74% of the shares of North Atlantic Natural Resources (NAN), a mining and exploration company listed on the Stockholmsbörsen O-list. NAN's primary asset is the Storliden copper and zinc mine in Northern Sweden. A public offer has been made for the remaining shares of NAN by Lundin Mining, and is expected to close March 4, 2005. For the year ended December 31, 2004, the Zinkgruvan mine produced approximately 61,547 tonnes of zinc at cash costs of approximately US$0.23/lb of zinc, while Storliden produced 22,348 tonnes of zinc at cash costs of approximately US$0.11/lb zinc (both net of by-product credits). Lundin Mining also holds a large copper/gold exploration project in the Norbotten Mining District in northern Sweden. In December 2004, Lundin Mining entered into an agreement with Silver Wheaton Corporation, whereby Lundin Mining agreed to sell all of its silver production from Zinkgruvan to Silver Wheaton Corporation for an upfront cash payment of US$50 million, in addition to 6 million (post-consolidation) Silver Wheaton shares (ticker symbol: SLW on the TSX), and 30 million Silver Wheaton warrants (ticker symbol: SLW-W on the TSX), plus an ongoing payment of US$3.90 per ounce of silver produced.
ARCON is an Irish mining and exploration company that is listed on the main markets of the Irish Stock Exchange and of the London Stock Exchange. The main asset of the company is the Galmoy mine located in Kilkenny County, Ireland, which, following the discovery of the "R" zone in 2003, has been recently extended by the grant of State Mining Licence No. 8 in respect of part of the "R" zone. Royalty terms agreed with the Irish Government's
Department of Communications, Marine
and Natural Resources on SML 8, all existing licences and any further new 2005
licences are 1.25% of revenue for the period from March 24, 2001 to June 30,
2006 and 1.75% thereafter until cessation of production. The Galmoy mine, for
the year ended December 31, 2004, produced approximately 69,000 tonnes of zinc
and approximately 15,000 tonnes of lead.
The making of the offer is subject to
certain conditions including the provision of an undertaking by Sir Anthony
O'Reilly to accept the offer, the obtaining of all requisite regulatory body
approvals and the execution of an agreement between Lundin Mining and ARCON in
regard to the conduct of the proposed merger.
There can be no certainty that an offer will be made,
and, if an offer is made, there can be no certainty as to the terms and
conditions of that possible offer.
An independent committee of the Board
of ARCON will be established for the purposes of considering the offer, if and,
when it is made. Davy Corporate Finance Limited have been appointed to provide
independent financial advice with respect to the offer, if and when it is made.
Lundin Mining have appointed Macquarie Bank Limited
to provide advice in relation to the offer.
Item 6: Reliance on subsection 7.1(2) or (3) of National
Instrument 51-102 Not applicable.
Item 7: Omitted Information Not applicable.
Item 8: Executive Officer Edward F. Posey Dated at Vancouver, British Columbia, this 29th
day of March, 2005.
By:
President
Tel: (604) 689-7842
LUNDIN MINING CORPORATION
"Jean R. Florendo"
(signed)
Jean R. Florendo, Corporate
Secretary
This ‘40FR12B’ Filing | Date | Other Filings | ||
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Filed on: | 10/16/06 | F-X | ||
6/30/06 | ||||
3/4/05 | ||||
3/3/05 | ||||
3/2/05 | ||||
12/31/04 | ||||
3/24/01 | ||||
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